Common use of Underwritten Demand Registration Clause in Contracts

Underwritten Demand Registration. (a) In the event that a Demand Registration requested pursuant to Section 4.1 is to be an Underwritten Registration, the Trust shall in its reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified by the managing underwriter. (c) If so requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to the Company, to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior to the commencement of such Lock-Up Period.

Underwritten Demand Registration. (a) In At any time or from time to time after the event date hereof, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (an “Underwritten Demand Notice”), that the Company file a registration statement under the Securities Act (an “Underwritten Registration Statement”) covering all or a portion of the Registrable Securities for the purpose of effecting an underwritten offering of such Registrable Securities (an “Underwritten Demand Registration”); provided, however, that no Initiating Holder shall be entitled to demand an Underwritten Demand Registration requested Statement during the period when the Company is exercising its right to defer a Shelf Demand Registration pursuant to Section 4.1 is 3(b). Any such Underwritten Demand Notice must request the registration of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported by the NASDAQ National Market (or, if the Registrable Securities are not traded on the NASDAQ national market, on any other securities exchange or market upon which the Registrable Securities are then traded) over the ten (10) consecutive trading days prior to the date of the Underwritten Demand Notice, of not less than one hundred million dollars ($100,000,000). Subject to Section 6(b)(A), as soon as reasonably practicable, but in no event later than forty-five (45) days (thirty (30) days if the registration statement will be on Form S-3) after receiving an Underwritten RegistrationDemand Notice, the Trust Company shall in file with the Commission a registration statement covering the Registrable Securities subject to the Underwritten Demand Notice. Subject to Sections 2(b) and 4, the Company shall use its reasonable discretion and with the consent of the Company (which consent best efforts to cause such registration statement to become effective as expeditiously as possible. Any registration under this Section 2 shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to on a timely written notice) form designated by the managing underwriter for such registration and the Underwritten Offering relating thereto, the Company applicable registration statement shall not effect any underwritten public sale reflect such plan or method of distribution of any the applicable securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified shall be designated by the managing underwriter. (cb) If so requested Notwithstanding the provisions of Section 2(a), if the Company is required to effect a registration pursuant to this Section 2 and the Company furnishes to the Initiating Holder requesting such registration a certificate signed by the managing underwriter Chief Executive Officer of the Company or an Independent Member of the Board stating that in the good faith judgment of the Board or a majority of the Independent Members of the Board it would be detrimental to the Company and its stockholders for any Underwritten Offering pursuant a registration statement or other filing to a demand registration hereunder be filed or become effective on or before the date such filing or effectiveness would otherwise be required hereunder, the Company shall have the right to defer such filing or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), effectiveness hereunder for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later more than ninety (90) days after the Company’s receipt of the applicable Underwritten Demand Notice, provided, that the Company may not exercise its right under this Section 2(b) more than twice in any 18-month period; and provided further, that the Company may not exercise its rights under this Section 2(b) for two consecutive 90-day periods. (c) Notwithstanding the provisions of Section 2(a), the Company shall not be obligated to (i) file or effect an Underwritten Registration Statement within a period of 90 days after the effective date of such pricing, to the effect that the Trust shall not, directly any other Underwritten Registration Statement or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including an underwritten offering pursuant to a registration statementShelf Registration Statement or (ii) file or effect more than a total of two Underwritten Registration Statements within any 12-month period; provided, however, that each Shelf Registration Statement filed during the applicable 12-month period will reduce by one the number of Underwritten Registration Statements the Company is obligated to file during such 12-month period. (d) The Company may elect to register in any Underwritten Demand Registration any additional shares of Common Stock (including, without limitation, any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held to be distributed in a primary offering made by the Trust, (iiCompany) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers inclusion of such Common Stock by the Company agree would not (i) be reasonably likely to such limits, except if delay in any material respect the Trust, not later than 5 days following receipt of written notice from Initiating Holder’s ability timely to sell the Company that the Company will be filing a Registration Statement (or a registration statement Registrable Securities pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration Statement or (or ii) cause a demand registration made pursuant reduction in the number of Registrable Securities included in the Underwritten Demand Registration as a result of the Company’s election to so register additional shares of Common Stock. Such election of the Investor Registration Agreement) with respect to an Underwritten OfferingCompany, if made, shall have irrevocably agreed, be made by delivering the Company giving written notice to the Company, to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust Initiating Holder prior to the commencement effectiveness of the Underwritten Registration Statement stating (A) that the Company proposes to include additional shares of Common Stock in such Lock-Up PeriodDemand Registration Statement, and (B) the number of shares of Common Stock proposed to be included.

Underwritten Demand Registration. (a) In the event that a Demand Registration requested pursuant to Section 4.1 is to be an Underwritten Registration, (i) DBSI, in the Trust case of a registration being required pursuant to Section 4.1(a)(x), and SP, in the case of a registration being required pursuant to Section 4.1(a)(y), shall in its reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto and (ii) if the registration is being requested pursuant to Section 4.1(a)(z), then the Majority Selling Holders of the Registrable Securities to be included in the Underwritten Offering shall in their reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto, provided, however, that in selecting the managing underwriting for any such offerings, DSBI, SP or the Majority Selling Holder, as the case may be, shall give due consideration in their sole discretion to any investment baking firms recommended by the Company. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, or if later, the date of pricing of the Underwritten Offering) ), as specified by the managing underwriter. (c) If so and to the extent requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or the Investor Registration Agreementhereunder, but only if the Trust each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust Stock that is a party to this Agreement shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust such Holder shall not, not directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock Stock) held by the Trust, such Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trustsuch Holder, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trustfor any Holder that, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, agreed by delivering delivery of written notice to the Company, Company to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, that neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust a Holder from exercising rights or complying with agreements entered into by the Trust such Holder prior to the commencement of such Lock-Up Period; and provided further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up shall not apply to any transactions effected for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the Closing Date, and before the tenth anniversary of the Closing Date the Holder or Holders of thirty (30) percent or more of the Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than thirty (30) percent of the Registrable Securities. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 180 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will be filing a shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; (2) the Holders shall not have elected to include in such Registration Statement at least thirty (or a 30) percent of the Registrable Securities; and (3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to the Investor Registration AgreementSection 4(c). (f) within 15 days The Holders of such notice a majority of Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If the Holders so elect, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) In the event that a Demand Registration requested pursuant to Section 4.1 is to be an Underwritten Registration, (i) if the Trust registration is being requested pursuant to Section 4.1(a)(x), JPM shall in its reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto and (ii) if the registration is being requested pursuant to Section 4.1(a)(y), then the Majority Selling Holders of the Registrable Securities to be included in the Underwritten Offering shall in their reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Trust Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, or if later, the date of pricing of the Underwritten Offering) ), as specified by the managing underwriter. (c) If so and to the extent requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or under the Investor Trust Registration Agreement, but only if the Trust each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust Stock that is a party to this Agreement shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust such Holder shall not, not directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock Stock) held by the Trustsuch Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trustsuch Holder, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trustfor any Holder that, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Trust Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Trust Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, agreed by delivering delivery of written notice to the Company, Company to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, that neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust a Holder from exercising rights or complying with agreements entered into by the Trust such Holder prior to the commencement of such Lock-Up Period; and provided further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up shall not apply to any transactions effected for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

Underwritten Demand Registration. (a) At any time on or after November 5, 1998, and before the fifth anniversary of the Closing Date the Holder or Holders of ten percent or more of the Registrable Securities initially included in the Merger Consideration may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within twenty Business Days after the Company's notice is given. Within ten Business Days after the expiration of such twenty Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for such offering, prepare and file a Registration Statement with the Underwritten Offering relating theretoSEC as promptly as reasonably practicable, but in any event within thirty days after the managing underwriter's request therefor. (c) Subject to Section 2(g) below, the Company shall not effect have any obligation to permit or participate in more than two underwritten public sale offerings pursuant to this Section, or distribution to file a Registration Statement pursuant to this Section with respect to less than ten percent of the Registrable Securities initially included in the Merger Consideration. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 90 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for its own account or the account of the Company and is advised by its managing underwriter that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Person not a party hereto such filing or to the Investor Registration Agreement that are offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the same as, Company or similar to(B) require the disclosure of material non-public information, the Registrable Securitiesdisclosure of which would materially and adversely affect the Company. If the Company shall exercise its deferral right under this subsection, or any securities convertible intoit may not do so again until 90 days shall have elapsed since the expiration of such deferral. (e) The Company shall have no obligation to file a Registration Statement pursuant to this Section earlier than 360 days after the effective date of a prior registration statement of the Company, or exchangeable or exercisable forif any, any securities covering an underwritten public offering for the account of the Company that are the same asclosing date of which is after the Closing Date if (1) the Company shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; (2) the Holders shall not have elected to include in such Registration Statement at least ten percent of the Registrable Securities initially included in the Merger Consideration; (3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to Section 4(c); and (4) if such registration statement is filed before November 5, or similar to1998, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date offering price per share of pricing of the Underwritten Offering) as specified by the managing underwriterClass A Common Stock is not less than $30. (cf) If so The Holders of any Registrable Securities requested by the managing underwriter for to be included in any Underwritten Offering offering pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held this Section may elect by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to the CompanyCompany not to include their Registrable Securities in the offering. If they do so, the Company shall be obligated to terminate proceed with the registration relating to the offering only if the offering continues to include at least the number of shares of Registrable Securities specified in Section 2(a). In any such case in which the Company is not obligated to and does not proceed with the registration, the Holders that shall have requested Registrable Securities to be included in the offering but that shall have elected not to include their shares shall pay all Registration Expenses incurred by the Company in connection with such offering. (g) Subject to the rights, if any, of holders of registration rights under the existing agreements identified on Exhibit A hereto (the "Existing Registration Rights Holders"), neither the Company nor any other Person not party to this Agreement shall be entitled to include any securities held by it or any of them in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included and unless the managing underwriter concludes that the inclusion of other securities will not interfere with an orderly sale and distribution of Registrable Securities being sold in such offering or adversely affect the price of such Registrable Securities. If the managing underwriter does not so conclude, the number of shares to be included in the registration shall be reduced among the Holders and the Existing Registration Rights Holders pro rata in accordance with the number of shares requested to be included by each, in which case (1) the Company will bear all Registration Expenses relating to the registration, whether or not the offering proceeds, and (2) the Holders shall be entitled to one additional demand registration under this Section 2. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date the Holder or Holders of twenty (20) percent or more of the Ordinary Shares which are, or would be upon exercise of Class A Warrants, Class B Warrants or Class C Warrants, if any are issued, Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating theretosubsection (a), the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than the greater of (i) twenty (20) percent of the Ordinary Shares which are, or would be upon exercise of Class A Warrants, Class B Warrants or Class C Warrants, if any are issued, Registrable Securities or (ii) 250,000 Ordinary Shares which are Registrable Securities. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non- public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 180 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; and (2) no Registrable Securities requested to be filing a Registration Statement (or a included in such registration statement shall have been excluded therefrom pursuant to the Investor Registration AgreementSection 4(c). (f) within 15 days The Holders of such notice a majority of Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If the Holders so elect, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) In the event that a Demand Registration requested pursuant to Section 4.1 is to be an Underwritten Registration, (i) if the Trust registration is being requested pursuant to Section 4.1(a)(x), JPM shall in its reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto and (ii) if the registration is being requested pursuant to Section 4.1(a)(y), then the Majority Selling Holders of the Registrable Securities to be included in the Underwritten Offering shall in their reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Trust Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period afterbeginning on, the date a Registration Statement for such Underwritten Offering becomes effective (oreffective, if later, the date of pricing of the Underwritten Offering) as specified by the managing underwriter. (c) If so requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder by the Holders or the Investor Registration AgreementTrust, but only if the Trust each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust Stock that are parties to this Agreement shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days 5 business days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall notnot to, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statementagreement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trustsuch Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trustsuch Holder, whether any such aforementioned transaction is to be settled by delivery of such shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trustfor any Holder that, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Trust Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Trust Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to the Company, agreed to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither that this Section 4.3(c) nor any Lock-Up shall not prohibit the Trust a Holder from exercising rights or complying with agreements entered into by the Trust such Holder prior to the commencement of such Lock-Up Period; provided further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up shall not apply to any transactions effected for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

Underwritten Demand Registration. (a) In If at any time after the event that date of this Agreement fifty percent, by shareholdings, of the Ukrop Stockholders or a majority, by shareholdings, of the Xxxxxx Stockholders (the “Initiating Holders”) request the Company to register all or part of their Registrable Securities in connection with a distribution pursuant to an underwriting (an “Underwritten Demand Registration”), the Company shall (x) promptly give written notice of such proposed Underwritten Demand Registration to all non-Initiating Holders of Registrable Securities, each of which shall have thirty (30) days after delivery of such notice to request the Company to include all or part of his or its Registrable Securities in such registration, and (y) use its best efforts to register as soon as practicable all Registrable Securities that Holders requested be included in such registration, provided that the Company shall have no such obligation to register any Registrable Securities pursuant to this Section 4.1 is to be 3 within the first six (6) months following the effective date of the Required Registration; provided, however, that if an Underwritten RegistrationDemand Registration is withdrawn by the Majority Initiating Holders as defined in Section 3(c) below because of a material adverse effect on the business, the Trust shall in its reasonable discretion and with the consent properties, prospects, assets, liabilities, or condition (financial or otherwise) of the Company (which consent not known to them at the time they requested such registration, such registration shall not be unreasonably withheld) select constitute an investment banking firm Underwritten Demand Registration for purposes of national standing to be the managing underwriter for the Underwritten Offering relating theretothis Section 3. (b) If so requested (pursuant Notwithstanding anything to a timely written notice) by the managing underwriter for the Underwritten Offering relating theretocontrary in Section 3(a), the Company shall not effect be obligated to take any underwritten public sale or distribution action to register any Registrable Securities pursuant to a request for an Underwritten Demand Registration if (i) the number of any securities for its own account or Registrable Securities requested to be registered is less than 15% of the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the then Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities (ii) the request to register the Registrable Securities is made within six (6) months of the Company that are effective date of another registration of Common Stock with respect to which the same as, or similar to, the Holders had an opportunity to include their Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified by the managing underwriter. (c) If so requested by In connection with an Underwritten Demand Registration, the Company shall enter into an underwriting agreement with the managing underwriter for or underwriters (the “Underwriter”) selected by Initiating Holders (the “Majority Initiating Holders”) holding a majority of the Registrable Securities that such Holders requested be registered pursuant to such registration; provided, however, that the Underwriter so selected must be reasonably acceptable to the Company. (d) Notwithstanding anything to the contrary in Section 3, the right of any Holder to participate in an Underwritten Demand Registration shall be conditioned upon such Holder agreeing to (i) sell any of his or its Registrable Securities included in such registration on the basis provided in any underwriting arrangements approved by the Majority Initiating Holders, and (ii) complete and execute all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. (e) If in connection with an Underwritten Demand Registration the Underwriter determines that market factors limit the number of Registrable Securities that can be underwritten, then the number of Registrable Securities of any holder thereof that can be included in such registration shall be equal to the product of (i) the maximum number of Registrable Securities that the Underwriter estimates can be underwritten in connection with such registration, and (ii) a fraction, the numerator of which shall equal the number of Registrable Securities that such holder thereof requested be included in such registration, and the denominator of which shall equal the total number of Registrable Securities that were requested to be included in such registration by all Holders thereof. If the number of Registrable Securities that any Holder requested to be included in an Underwritten Demand Registration is to be reduced as a result of market factors, the Company shall promptly notify such Holder of any such reduction and the number of Registrable Securities of such Holder that will be included in such registration. (f) If in connection with an Underwritten Demand Registration any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw from such underwriting by delivering written notice to the Company, the Underwriter and the Initiating Holders at least seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities withdrawn from such underwriting shall also be withdrawn from such registration. (g) In the event of any Underwritten Offering pursuant Demand Registration, the Company shall exercise its reasonable best efforts to a demand registration hereunder or register and qualify the Investor Registrable Securities covered by the Registration AgreementStatement in each jurisdiction reasonably requested by each Holder of Registrable Securities included in such registration. (h) Notwithstanding anything else contained in this Section 3, but only if the Trust “beneficially owns” (Company’s obligations under this Section 3 to use its reasonable best efforts to register as such term is defined under and determined pursuant to Rule 13d-3 under soon as practicable all Registrable Securities shall be suspended, at the Exchange Act) 5% or more option of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”)Company, for a total of not more than sixty (60) days if the Company determines in good faith that an event has occurred or conditions exist that result or may result in a Registration Statement or Prospectus containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading (a “Misstatement”). If the Company determines that a Registration Statement or Prospectus contains a Misstatement, the Company will use all reasonable efforts to cause the Registration Statement and the Prospectus to be amended or supplemented as soon as reasonably possible, so that any Misstatement that triggered the blackout period (can be cured and the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to sale of the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly Registrable Securities continued as soon as reasonably possible. (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following Upon receipt of written notice from the Company that the Company will be filing a Registration Statement (or Prospectus contains a registration statement pursuant to Misstatement, each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until the Investor Registration Agreement) within 15 days Holder has received copies of the supplemented or amended prospectus that corrects such notice pursuant to a Demand Registration (Misstatement, or a demand registration made pursuant to until such Holder is advised in writing by the Investor Registration Agreement) with respect to an Underwritten OfferingCompany that the use of the Prospectus may be resumed, shall have irrevocably agreedand, if so directed by delivering written notice to the Company, such Holder shall deliver to terminate the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of its the Prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything else contained in this Section 3, the rights granted to Holders of Registrable Securities under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c3 may only be exercised two times by each of (i) nor any Lock-Up shall prohibit the Trust from exercising rights Xxxxxx Stockholders (collectively) or complying with agreements entered into by (ii) the Trust prior to the commencement of such Lock-Up PeriodUkrop Stockholders (collectively).

Underwritten Demand Registration. (a) In the event that The Holders making a Demand shall be entitled to engage an underwriter reasonably acceptable to the Issuer to offer and sell in a public offering the Unregistered Shares included in any Registration requested Statement filed pursuant to Section 4.1 14(a) above. In such event, the Issuer and each participating Holder shall enter into an underwriting agreement in customary form with the representative of the underwriter ("Underwriter's Representative") for such offering. Whether or not an underwriting agreement is entered into, the Issuer shall: (i) make such representation and warranties to the Holders participating in such registration and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in comparable underwritten offerings; (ii) obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions (if form, scope and substance) shall be reasonably satisfactory to the Underwriter's Representative, if any, and the Holders of a majority in number of the Unregistered Shares being sold) addressed to such Holders and underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and the underwriters, if any; (iii) obtain comfort letters and updates thereof from the Issuer's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be an Underwritten Registration, the Trust shall in its reasonable discretion customary form and with the consent covering matters of the Company type (which consent shall not including the "circling" of numbers in the prospectus included in the Registration Statement, with appropriate legends explaining the procedures performed with respect to "circled" numbers) customarily covered in comfort letters by independent certified public accountants in connection with underwritten offerings, on such date or dates as may be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified by the managing underwriter. (c) If so reasonably requested by the managing underwriter for any Underwritten Offering pursuant to Underwriters' Representative and the Holders of a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more majority of the outstanding shares Unregistered Shares being sold; and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of New Common Stocka majority of the Unregistered Shares being sold and the Underwriters' Representative, if any, to evidence compliance with any customary conditions contained in the underwriting agreement. In connection with such Underwritten Offering, the Trust Issuer shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract make provide to sell, grant any options a single counsel for the sale ofHolders whose Unregistered Shares are included in such Underwritten Offering, seek for such counsel's review and comment, drafts of the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, Registration Statement; (ii) enter into provide such counsel with a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any reasonable number of executed copies of the economic consequences Registration Statement and all amendments thereto, as filed, as well as a reasonable number of ownership of the shares of New Common Stock held preliminary prospectuses used by the Trust, whether any underwriters in such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or Underwritten Offering; (iii) publicly disclose give prompt notice to such counsel of the intention to make effectiveness of such registration statement and of any such offer, sale, pledge, transfer stop order issued by the Commission or dispositionproceeding, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days threat of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreedproceeding, by delivering written notice to the Company, to terminate all Commission for the purpose of its rights under this Agreement, including under issuing a stop order or otherwise suspending the effectiveness of any outstanding shelf Registration Statement; provided, neither this Section 4.3(c(iv) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior provide to the commencement Holders a reasonable number of final prospectuses delivered to purchasers under the Securities Act; and (v) for such Lock-Up Periodperiod for which prospectuses are required to be delivered by dealers, provide such dealers with an adequate number of final prospectuses in order to permit the dealers to comply with their obligations under the Securities Act. In all other regards, the Issuer agrees to comply with the requirements of the Securities Act in connection with any Underwritten Offering.

Underwritten Demand Registration. (a) At any time on or after November 5, 2000, and before the fifth anniversary of the Closing Date the Holders' Agent may (by written notice delivered to the Company) require registration of all or any portion of the Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade and identify the Holders thereof. Within three Business Days after the time when other Persons having rights to include securities in such offering pursuant to agreements with the Company are required to notify the Company of their intention to do so, the Trust Company shall notify the Holders' Agent of (1) the aggregate number of securities proposed to be included in its reasonable discretion the offering by such other Persons and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders' Agent and shall be reasonably satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within thirty days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than ten percent of the Registrable Securities initially included in the Merger Consideration. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 90 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for in writing (with a copy to the Holders' Agent) that such offering would in its opinion be materially and adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company. If the Company shall exercise its deferral right under this subsection, it may not do so again until 90 days shall have elapsed since the expiration of such deferral. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 360 days after the effective date of such pricinga prior registration statement of the Company, to the effect that the Trust shall notif any, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options covering an underwritten public offering of common equity securities for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers account of the Company agree to such limits, except the closing date of which is after the Closing Date if the Trust, not later than 5 days following receipt of written notice from (1) the Company that shall have offered pursuant to Section 4 to include the Company will be filing a Holders' Registrable Securities in such Registration Statement; (2) the Holders (through the Holders' Agent) shall not have elected to include in such Registration Statement at least ten percent of the Registrable Securities initially included in the Merger Consideration; (or a 3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to Section 4(c) or 4(d); and (4) if such registration statement is filed before November 5, 2000, the Investor Registration Agreementoffering price per share of Class A Common Stock is not less than $100. (f) within 15 days The Holders of such notice any Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the Company (given through the Holders' Agent) not to include their Registrable Securities in the offering. If they do so, the Company shall be obligated to proceed with the registration relating to the offering only if the offering continues to include at least the number of shares of Registrable Securities specified in Section 2(c). In any such case in which the Company is not obligated to and does not proceed with the registration, the Holders on whose behalf the Holders' Agent shall have requested Registrable Securities to be included in the offering but that shall have elected not to include their shares shall pay all Registration Expenses incurred by the Company in connection with such offering. (g) Neither the Company nor any other Person not party to this Agreement (collectively with the Company, "Third Parties") shall be entitled to terminate include any securities held by any of them in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included and unless the managing underwriter concludes that the inclusion of its rights under this Agreement, including under any outstanding shelf Registration Statementsuch securities of Third Parties will not interfere with an orderly sale and distribution of Registrable Securities being sold in such offering or adversely affect the price of such Registrable Securities; provided, neither however, that if the managing underwriter concludes that the inclusion of less than all of such securities of Third Parties will not interfere with the orderly sale and distribution of the Registrable Securities being sold in the offering or adversely affect the price of such Registrable Securities, the number of shares to be included in the registration by the Third Parties shall be reduced among the Third Parties in accordance with the agreements that allow the inclusion of such shares in the registration. (h) No registration of Registrable Securities under this Section 4.3(c) nor any Lock-Up shall prohibit relieve the Trust from exercising rights or complying with agreements entered into by the Trust prior Company of its obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the Closing Date, and before the tenth anniversary of the Closing Date the Holder may (by written notice delivered to the Company) require registration of all or any portion of its Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days of receipt of such notice, the Trust Company shall in its reasonable discretion and with notify the consent Holder of the proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolder and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so requested The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than thirty (30) percent of the Registrable Securities initially purchased by the Holder pursuant to the Securities Purchase Agreement. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities and is advised by its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 360 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will be filing a shall have offered pursuant to Section 4 to include the Holder's Registrable Securities in such Registration Statement; (2) the Holder shall not have elected to include in such Registration Statement at least thirty (or a registration statement 30) percent of the Registrable Securities initially purchased by the Holder pursuant to the Investor Registration Securities Purchase Agreement; and (3) within 15 days of no Registrable Securities requested to be included in such notice registration statement shall have been excluded therefrom pursuant to a Demand Registration Section 4(c). (or a demand registration made pursuant to the Investor Registration Agreementf) with respect to an Underwritten Offering, shall have irrevocably agreed, The Holder may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If it does so, the Holder shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date the Holder or Holders of twenty (20) percent or more of the Ordinary Shares which are, or would be upon exercise of Class A or Class B Warrants, Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating theretosubsection (a), the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than the greater of (i) twenty (20) percent of the Ordinary Shares which are, or would be upon exercise of Class A or Class B Warrants, Registrable Securities or (ii) 250,000 Ordinary Shares which are Registrable Securities. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non- public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 180 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; and (2) no Registrable Securities requested to be filing a Registration Statement (or a included in such registration statement shall have been excluded therefrom pursuant to the Investor Registration AgreementSection 4(c). (f) within 15 days The Holders of such notice a majority of Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If the Holders so elect, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) In the event that a Demand Registration registration requested pursuant to Section 4.1 2.1 is to be an Underwritten RegistrationOffering, the Trust shall managing underwriter or underwriters of the Underwritten Offering relating thereto will be selected by the Holders of at least a majority of the Registrable Securities proposed to be included in its reasonable discretion and with that Underwritten Offering, subject to the consent approval of the Company (which consent shall approval will not be unreasonably withheld) select withheld or delayed). All Holders proposing to distribute their securities through an investment banking firm Underwritten Offering agree to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Holders of national standing a majority of the Registrable Securities to be the managing underwriter for included in the Underwritten Offering relating theretoOffering. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for of an Underwritten Offering advises the Company and the Holders participating in such registration in writing that in its good faith judgment the number of Registrable Securities requested to be included in the Underwritten Offering relating thereto, exceeds the Company shall not effect any underwritten public sale or distribution number of any securities for its own account or Registrable Securities which can be sold in that offering without materially and adversely affecting the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing success of the Underwritten Offering) , then the Registrable Securities included in that Underwritten Offering will be allocated on a pro rata basis among all of the participating Holders, based on the number of Registrable Securities owned by each participating Holder as specified it bears to the total number of Registrable Securities owned by all participating Holders. The securities to be sold in any Underwritten Offering pursuant to this Section 2 will be allocated so that the total amount of Registrable Securities to be included in the Underwritten Offering is the full amount that, in the opinion of the managing underwriter, can be sold without materially and adversely affecting the success of the Underwritten Offering. If any participating Holder does not request inclusion of all of its Registrable Securities, the remaining portion of that Holder's allocation will be reallocated on a pro rata basis among the participating Holders whose allocations did not satisfy their requests. This procedure will be repeated until all of the shares of Registrable Securities which may be included in the Underwritten Offering have been allocated. (c) If so requested by the managing underwriter for any The Registrable Securities which are excluded from an Underwritten Offering pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more Section 2.1 by reason of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date underwriter's marketing limitation and all other Registrable Securities not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is originally requested to be settled by delivery of shares of New Common Stock or such other securities, so included will not be included in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to the Company, to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior to the commencement of such Lock-Up Period.

Underwritten Demand Registration. (a) In Holders shall have the event right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1, by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company and reasonably acceptable to a Majority-in-Interest of the Registrable Securities included in such offering, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Shares or other securities which the Company desires to sell and the Common Shares or other securities, if any, as to which registration has been requested pursuant to Section 4.1 is written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be an Underwritten Registrationsold in such offering without adversely affecting the proposed offering price, the Trust shall in its reasonable discretion and with timing, the consent distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto“Maximum Threshold”), then the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities then held by such Holder) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not effect any underwritten public sale been reached under the foregoing clause (1), the Common Shares or distribution of any other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the Common Shares or other securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement other Persons that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (oris obligated to register pursuant to written contractual arrangements, if laterany, the date of pricing of the Underwritten Offering) as specified by the managing underwriter. (c) If so requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter Persons and that can be sold without exceeding the Maximum Threshold; and (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”4) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricingfourth, to the effect extent that the Trust shall not, directly or indirectly Maximum Threshold has not been reached under the foregoing clauses (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust1), (ii2) enter into a transaction which would have and (3), the same effect, or enter into any swap, hedge or Common Shares that other arrangement stockholders desire to sell that transfers, in whole or in part, any of can be sold without exceeding the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant Maximum Threshold to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to extent that the Company, in its sole discretion, wishes to terminate all of its rights under permit such sales pursuant to this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior to the commencement of such Lock-Up Periodclause (4).

Underwritten Demand Registration. (a) In At any time or from time to time after the event date hereof, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (an “Underwritten Demand Notice”), that the Company file a registration statement under the Securities Act (an “Underwritten Registration Statement”) covering all or a portion of the Registrable Securities for the purpose of effecting an underwritten offering of such Registrable Securities (an “Underwritten Demand Registration”); provided, however, that no Initiating Holder shall be entitled to demand an Underwritten Demand Registration requested Statement during the period when the Company is exercising its right to defer a Shelf Demand Registration pursuant to Section 4.1 is 3(b). Any such Underwritten Demand Notice must request the registration of Registrable Securities having an aggregate market value, based on the volume weighted average per share trading price of the Registrable Securities as reported any other securities exchange, market or quotation system upon which the Registrable Securities are then traded) over the ten (10) consecutive trading days prior to the date of the Underwritten Demand Notice, of not less than four million dollars ($4,000,000). Subject to Section 6(b)(A), as soon as reasonably practicable, but in no event later than forty-five (45) days (thirty (30) days if the registration statement will be on Form S-3) after receiving an Underwritten RegistrationDemand Notice, the Trust Company shall in file with the Commission a registration statement covering the Registrable Securities subject to the Underwritten Demand Notice. Subject to Sections 2(b) and 4, the Company shall use its reasonable discretion and with the consent of the Company (which consent best efforts to cause such registration statement to become effective as expeditiously as possible. Any registration under this Section 2 shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to on a timely written notice) form designated by the managing underwriter for such registration and the Underwritten Offering relating thereto, the Company applicable registration statement shall not effect any underwritten public sale reflect such plan or method of distribution of any the applicable securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified shall be designated by the managing underwriter. (cb) If so requested Notwithstanding the provisions of Section 2(a), if the Company is required to effect a registration pursuant to this Section 2 and the Company furnishes to the Initiating Holder requesting such registration a certificate signed by the managing underwriter Chief Executive Officer of the Company or an Independent Member of the Board stating that in the good faith judgment of the Board or a majority of the Independent Members of the Board it would be detrimental to the Company and its stockholders for any Underwritten Offering pursuant a registration statement or other filing to a demand registration hereunder be filed or become effective on or before the date such filing or effectiveness would otherwise be required hereunder, the Company shall have the right to defer such filing or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), effectiveness hereunder for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later more than ninety (90) days after the Company’s receipt of the applicable Underwritten Demand Notice, provided, that the Company may not exercise its right under this Section 2(b) more than twice in any 18-month period; and provided further, that the Company may not exercise its rights under this Section 2(b) for two consecutive 90-day periods. (c) Notwithstanding the provisions of Section 2(a), the Company shall not be obligated to (i) file or effect an Underwritten Registration Statement within a period of 90 days after the effective date of such pricing, to the effect that the Trust shall not, directly any other Underwritten Registration Statement or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including an underwritten offering pursuant to a registration statementShelf Registration Statement or (ii) file or effect more than a total of two Underwritten Registration Statements within any 12-month period; provided, however, that each Shelf Registration Statement filed during the applicable 12-month period will reduce by one the number of Underwritten Registration Statements the Company is obligated to file during such 12-month period. (d) The Company may elect to register in any Underwritten Demand Registration any additional shares of Common Stock (including, without limitation, any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held to be distributed in a primary offering made by the Trust, (iiCompany) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers inclusion of such Common Stock by the Company agree would not (i) be reasonably likely to such limits, except if delay in any material respect the Trust, not later than 5 days following receipt of written notice from Initiating Holder’s ability timely to sell the Company that the Company will be filing a Registration Statement (or a registration statement Registrable Securities pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration Statement or (or ii) cause a demand registration made pursuant reduction in the number of Registrable Securities included in the Underwritten Demand Registration as a result of the Company’s election to so register additional shares of Common Stock. Such election of the Investor Registration Agreement) with respect to an Underwritten OfferingCompany, if made, shall have irrevocably agreed, be made by delivering the Company giving written notice to the Company, to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust Initiating Holder prior to the commencement effectiveness of the Underwritten Registration Statement stating (A) that the Company proposes to include additional shares of Common Stock in such Lock-Up PeriodDemand Registration Statement, and (B) the number of shares of Common Stock proposed to be included.

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the Closing Date, and before the tenth anniversary of the Closing Date the Holder or Holders of thirty (30) percent or more of the Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so requested by the managing underwriter for The Company shall not have any Underwritten Offering obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined Statement pursuant to Rule 13d-3 under the Exchange Actthis Section with respect to less than thirty (30) 5% or more percent of the outstanding shares Registrable Securities. (d) The Company shall have the right to defer the filing or effectiveness of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), Registration Statement relating to any registration requested under this Section for a period reasonable (the “Lock-Up Period”e) beginning on The Company shall have no obligation to file a date not Registration Statement pursuant to this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 180 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will be filing a shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; (2) the Holders shall not have elected to include in such Registration Statement at least thirty (or a 30) percent of the Registrable Securities; and (3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to the Investor Registration AgreementSection 4(c). (f) within 15 days The Holders of such notice a majority of Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If the Holders so elect, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) In At any time on or after the event that a Demand Registration requested first anniversary of the Closing Date, and before the tenth anniversary of the Closing Date the Holder or Holders of ten (10) percent or more of the Registrable Securities issued or issuable pursuant to Section 4.1 the Warrants may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than ninety days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for a registration shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within sixty days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than ten (10) percent of the Registrable Securities issued or issuable pursuant to the Warrants. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 360 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will be filing a shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; (2) the Holders shall not have elected to include in such Registration Statement at least ten (10) percent of the Registrable Securities issued or a registration statement issuable pursuant to the Investor Registration AgreementWarrants; and (3) within 15 days of no Registrable Securities requested to be included in such notice registration statement shall have been excluded therefrom pursuant to Section 4(c). (f) The Holders of a Demand Registration (or a demand registration made majority of Registrable Securities requested to be included in any offering pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If they do so, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the Closing Date, and before the tenth anniversary of the Closing Date, the Holder or Holders of thirty (30) percent or more of the Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company gives such notice. The managing underwriter for such offering shall be chosen by the Holders of a majority of the Registrable Securities being included therein and shall be approved by the Company (which consent shall such approval not to be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto). (b) If so requested (any request for a registration shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within forty-five days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section (not including an offering canceled pursuant to Section 2(f) or otherwise), or to file a Registration Statement pursuant to this Section with respect to less than thirty (30) percent of the Registrable Securities. (d) The Company shall have the right on no more than two occasions in any 365-day period to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed (1) 180 days if the Company is, at such time, working on an underwritten public offering of its securities for the -3- 4 account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) 60 days if the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 180 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will be filing a shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; (2) the Holders shall not have elected to include in such Registration Statement at least thirty (or a 30) percent of the Registrable Securities; and (3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to the Investor Registration AgreementSection 4(c). (f) within 15 days The Holders of such notice a majority of Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. In such event, Holders so electing to cancel the offering shall, on a pro rata basis, pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, except to the extent that, in the opinion of the managing underwriter, the inclusion of such securities will not interfere with the orderly sale and distribution of all of its rights the Registrable Securities for which inclusion has been requested and will not adversely affect the price of such Registrable Securities. (h) No registration of Registrable Securities under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit relieve the Trust from exercising rights or complying with agreements entered into by the Trust prior Company of its obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) In the event that If a Demand Registration registration requested pursuant to Section 4.1 2.2 is requested to be an Underwritten Registration, AXXX or, in the Trust shall in its reasonable discretion and case of a request pursuant to Section 2.2(a), Holders holding a majority of the Registrable Securities, which such request covers, shall, with the consent of the Company (in each case, which consent shall not be unreasonably withheld) , delayed or conditioned), select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. All Holders proposing to distribute their securities through an Underwritten Offering agree to enter into an underwriting agreement with the underwriters; provided, that the underwriting agreement is in customary form and reasonably acceptable to AXXX or, in the case of a request pursuant to Section 2.2(a), the Holders holding a majority of the Registrable Securities which such request covers. (b) If If, and to the extent, so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall will agree not to effect any underwritten public sale or distribution of any securities for its own account or the account of any Person that is not a party hereto or to the Investor Registration Agreement Holder that are the same as, or substantially similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or substantially similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a the Registration Statement for such Underwritten Offering becomes effective (oror if with respect to a “shelf” registration on Form S-3 during the 15-day period prior to, if laterand during the 90-day period after, the date of pricing of the Underwritten Offering) ), as specified by the managing underwriter. (c) If If, and to the extent, so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall use reasonable best efforts to cause each director and executive officer of the Company to agree with such managing underwriter, for a period beginning 15 days prior to, and ending 90 days after, the date the Registration Statement for such Underwritten Offering becomes effective (or if with respect to a “shelf” registration on Form S-3 during the 15-day period prior to, and during the 90-day period after, the date of pricing of the Underwritten Offering), as specified by the managing underwriter, to the effect that such director or officer, as the case may be, shall not directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any securities that are the same as, or substantially similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or substantially similar to, the Registrable Securities, beneficially owned by such director or executive officer, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or Preferred Stock beneficially owned by such director or executive officer, whether any such aforementioned transaction is to be settled by delivery of shares of Common Stock or Preferred Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, transfer or disposition, or to enter into any such transaction, swap, hedge, or other arrangement. (d) If, and to the extent, requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder requested pursuant to Section 2.2, each Holder that includes any shares of Common Stock or the Investor Preferred Stock in a Registration Statement pursuant to such Underwritten Offering that is a party to this Agreement, but only if the Trust “beneficially owns” (and so long as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more all of the outstanding shares directors and executive officers of New Common Stockthe Company agree to such limits, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust such Holder shall not, not directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (securities that are the same as, or substantially similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for for, any shares securities of New Common Stock the Company that are the same as, or substantially similar to, the Registrable Securities, held by the Trustsuch Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock Registrable Securities held by the Trustsuch Holder, whether if any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or Preferred Stock or such other securities, in cash or otherwise, or (iii) unless required by applicable Law, publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trustfor any Holder that, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) Section 2.2 with respect to an Underwritten Offering, shall have irrevocably agreed, agreed by delivering delivery of written notice to the Company, Company to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statementwith respect to such Underwritten Offering; provided, that for any Underwritten Offering pursuant to a registration requested pursuant to Section 2.2 in which AXXX or its Related Purchasers are including any shares of Common Stock or Preferred Stock, if AXXX or its Related Purchasers agree to a Lock-Up, then all other Holders that include any shares of Common Stock or Preferred Stock in such Underwritten Offering will also agree to such Lock-Up; provided, however, that if the requirement for any Holder to enter into a Lock-Up is waived or otherwise limited, such waiver or limitation shall apply to all other Holders as well; and provided, further, that neither this Section 4.3(c2.5(c) nor any Lock-Up shall prohibit the Trust a Holder from exercising rights or complying with agreements entered into by the Trust such Holder prior to the commencement of such Lock-Up Period; and provided, further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up shall not apply to any transactions effected by the asset management division of any Holder, in a fiduciary capacity or for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date the Holder or Holders of twenty (20) percent or more of the Ordinary Shares which are, or would be upon exercise of Class A or Class B Warrants, Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating theretosubsection (a), the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than the greater of (i) twenty (20) percent of the Ordinary Shares which are, or would be upon exercise of the Class A or Class B Warrants, Registrable Securities or (ii) 250,000 Ordinary Shares which are Registrable Securities. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non- public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 180 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree to such limits, except if covering an underwritten public offering for the Trust, not later than 5 days following receipt account of written notice from the Company that the effective date of which is after the first anniversary of the Closing Date if (1) the Company will shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; and (2) no Registrable Securities requested to be filing a Registration Statement (or a included in such registration statement shall have been excluded therefrom pursuant to the Investor Registration AgreementSection 4(c). (f) within 15 days The Holders of such notice a majority of Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If the Holders so elect, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) At any time on or after November 5, 1998, and before the fifth anniversary of the Closing Date the Holder or Holders of ten percent or more of the Registrable Securities initially included in the Merger Consideration may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within twenty Business Days after the Company's notice is given. Within ten Business Days after the expiration of such twenty Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for such offering, prepare and file a Registration Statement with the Underwritten Offering relating theretoSEC as promptly as reasonably practicable, but in any event within thirty days after the managing underwriter's request therefor. (c) Subject to Section 2(g) below, the Company shall not effect have any obligation to permit or participate in more than two underwritten public sale offerings pursuant to this Section, or distribution to file a Registration Statement pursuant to this Section with respect to less than ten percent of the Registrable Securities initially included in the Merger Consideration. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 90 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for its own account or the account of the Company and is advised by its managing underwriter that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Person not a party hereto such filing or to the Investor Registration Agreement that are offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the same as, Company or similar to(B) require the disclosure of material non-public information, the Registrable Securitiesdisclosure of which would materially and adversely affect the Company. If the Company shall exercise its deferral right under this subsection, or any securities convertible intoit may not do so again until 90 days shall have elapsed since the expiration of such deferral. (e) The Company shall have no obligation to file a Registration Statement pursuant to this Section earlier than 360 days after the effective date of a prior registration statement of the Company, or exchangeable or exercisable forif any, any securities covering an underwritten public offering for the account of the Company that are the same asclosing date of which is after the Closing Date if (1) the Company shall have offered pursuant to Section 4 to include the Holders' Registrable Securities in such Registration Statement; (2) the Holders shall not have elected to include in such Registration Statement at least ten percent of the Registrable Securities initially included in the Merger Consideration; (3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to Section 4(c); and (4) if such registration statement is filed before November 5, or similar to1998, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date offering price per share of pricing of the Underwritten Offering) as specified by the managing underwriterClass A Common Stock is not less than $30. (cf) If so The Holders of any Registrable Securities requested by the managing underwriter for to be included in any Underwritten Offering offering pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held this Section may elect by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, by delivering written notice to the CompanyCompany not to include their Registrable Securities in the offering. If they do so, the Company shall be obligated to terminate proceed with the registration relating to the offering only if the offering continues to include at least the number of shares of Registrable Securities specified in Section 2(a). In any such case in which the Company is not obligated to and does not proceed with the registration, the Holders that shall have requested Registrable Securities to be included in the offering but that shall have elected not to include their shares shall pay all Registration Expenses incurred by the Company in connection with such offering. (g) Subject to the rights, if any, of its holders of registration rights under this Agreement, including under any outstanding shelf the existing agreements identified on Exhibit A hereto (the "Existing Registration Statement; providedRights Holders"), neither the Company nor any other Person not party to this Agreement shall be entitled to include any securities held by it or any of them in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included and unless the managing underwriter concludes that the inclusion of other securities will not interfere with an orderly sale and distribution of Registrable Securities being sold in such offering or adversely affect the price of such Registrable Securities. If the managing underwriter does not so conclude, the number of shares to be included in the registration shall be reduced among the Holders and the Existing Registration Rights Holders pro rata in accordance with the number of shares requested to be included by each, in which case (1) the Company will bear all Registration Expenses relating to the registration, whether or not the offering proceeds, and (2) the Holders shall be entitled to one additional demand registration under this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior to the commencement of such Lock-Up Period2.

Underwritten Demand Registration. (a) In the event that a Demand Registration requested pursuant to Section 4.1 is to be an Underwritten Registration, (i) DBSI, in the Trust case of a registration being required pursuant to Section 4.1(a)(x), and SP, in the case of a registration being required pursuant to Section 4.1(a)(y), shall in its reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto and (ii) if the registration is being requested pursuant to Section 4.1(a)(z), then the Majority Selling Holders of the Registrable Securities to be included in the Underwritten Offering shall in their reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto, provided, however, that in selecting the managing underwriting for any such offerings, DBSI, SP or the Majority Selling Holder, as the case may be, shall give due consideration in their sole discretion to any investment baking firms recommended by the Company. (b) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, or if later, the date of pricing of the Underwritten Offering) ), as specified by the managing underwriter. (c) If so and to the extent requested by the managing underwriter for any Underwritten Offering pursuant to a demand registration hereunder or the Investor Registration Agreementhereunder, but only if the Trust “each Holder who beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) owns 5% or more of the outstanding shares of New Common Stock, the Trust Stock that is a party to this Agreement shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “”Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that the Trust such Holder shall not, not directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock Stock) held by the Trustsuch Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trustsuch Holder, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except if the Trustfor any Holder that, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, agreed by delivering delivery of written notice to the Company, Company to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, that neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust a Holder from exercising rights or complying with agreements entered into by the Trust such Holder prior to the commencement of such Lock-Up Period; and provided further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any B-8 Lock-Up shall not apply to any transactions effected for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

Underwritten Demand Registration. (a) In At any time or from time to time after the event date hereof, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (an "Underwritten Demand Notice"), that the Company file a registration statement under the Securities Act (an "Underwritten Registration Statement") covering all or a portion of the Registrable Securities for the purpose of effecting an underwritten offering of such Registrable Securities (an "Underwritten Demand Registration"); provided, however, that no Initiating Holder shall be entitled to demand an Underwritten Demand Registration requested Statement during the period when the Company is exercising its right to defer a Shelf Demand Registration pursuant to Section 4.1 is 3(b). Any such Underwritten Demand Notice must request the registration of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported by the NASDAQ National Market (or, if the Registrable Securities are not traded on the NASDAQ national market, on any other securities exchange or market upon which the Registrable Securities are then traded) over the ten (10) consecutive trading days prior to the date of the Underwritten Demand Notice, of not less than one hundred million dollars ($100,000,000). Subject to Section 6(b)(A), as soon as reasonably practicable, but in no event later than forty-five (45) days (thirty (30) days if the registration statement will be on Form S-3) after receiving an Underwritten RegistrationDemand Notice, the Trust Company shall in file with the Commission a registration statement covering the Registrable Securities subject to the Underwritten Demand Notice. Subject to Sections 2(b) and 4, the Company shall use its reasonable discretion and with the consent of the Company (which consent best efforts to cause such registration statement to become effective as expeditiously as possible. Any registration under this Section 2 shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for the Underwritten Offering relating thereto. (b) If so requested (pursuant to on a timely written notice) form designated by the managing underwriter for such registration and the Underwritten Offering relating thereto, the Company applicable registration statement shall not effect any underwritten public sale reflect such plan or method of distribution of any the applicable securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective (or, if later, the date of pricing of the Underwritten Offering) as specified shall be designated by the managing underwriter. (cb) If so requested Notwithstanding the provisions of Section 2(a), if the Company is required to effect a registration pursuant to this Section 2 and the Company furnishes to the Initiating Holder requesting such registration a certificate signed by the managing underwriter Chief Executive Officer of the Company or an Independent Member of the Board stating that in the good faith judgment of the Board or a majority of the Independent Members of the Board it would be detrimental to the Company and its stockholders for any Underwritten Offering pursuant a registration statement or other filing to a demand registration hereunder be filed or become effective on or before the date such filing or effectiveness would otherwise be required hereunder, the Company shall have the right to defer such filing or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), effectiveness hereunder for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later more than ninety (90) days after the Company's receipt of the applicable Underwritten Demand Notice, provided, that the Company may not exercise its right under this Section 2(b) more than twice in any 18-month period; and provided further, that the Company may not exercise its rights under this Section 2(b) for two consecutive 90-day periods. (c) Notwithstanding the provisions of Section 2(a), the Company shall not be obligated to (i) file or effect an Underwritten Registration Statement within a period of 90 days after the effective date of such pricing, to the effect that the Trust shall not, directly any other Underwritten Registration Statement or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including an underwritten offering pursuant to a registration statementShelf Registration Statement or (ii) file or effect more than a total of two Underwritten Registration Statements within any 12-month period; provided, however, that each Shelf Registration Statement filed during the applicable 12-month period will reduce by one the number of Underwritten Registration Statements the Company is obligated to file during such 12-month period. (d) The Company may elect to register in any Underwritten Demand Registration any additional shares of Common Stock (including, without limitation, any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held to be distributed in a primary offering made by the Trust, (iiCompany) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers inclusion of such Common Stock by the Company agree would not (i) be reasonably likely to such limits, except if delay in any material respect the Trust, not later than 5 days following receipt of written notice from Initiating Holder's ability timely to sell the Company that the Company will be filing a Registration Statement (or a registration statement Registrable Securities pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration Statement or (or ii) cause a demand registration made pursuant reduction in the number of Registrable Securities included in the Underwritten Demand Registration as a result of the Company's election to so register additional shares of Common Stock. Such election of the Investor Registration Agreement) with respect to an Underwritten OfferingCompany, if made, shall have irrevocably agreed, be made by delivering the Company giving written notice to the Company, to terminate all of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust Initiating Holder prior to the commencement effectiveness of the Underwritten Registration Statement stating (A) that the Company proposes to include additional shares of Common Stock in such Lock-Up PeriodDemand Registration Statement, and (B) the number of shares of Common Stock proposed to be included.

Underwritten Demand Registration. (a) In At any time on or after the event that a Demand Registration requested first anniversary of the Closing Date, and before the tenth anniversary of the Closing Date the Holder or Holders of ten (10) percent or more of the Registrable Securities issued or issuable pursuant to Section 4.1 the Warrants may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within 45 days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than ten (10) percent of the Registrable Securities issued or issuable pursuant to the Warrants. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for that such offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would materially and adversely affect the Company. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 360 days after the effective date of such pricing, to the effect that the Trust shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a prior registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers statement of the Company agree covering an underwritten public offering for the account of the (f) The Holders of a majority of Registrable Securities requested to such limits, except if the Trust, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement (or a registration statement included in any offering pursuant to the Investor Registration Agreement) within 15 days of such notice pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If they do so, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (g) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (h) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.

Underwritten Demand Registration. (a) At any time on or after the first anniversary of the IPO Date, and before (i) the tenth anniversary of the IPO Date with respect to all Holders other than Holders of Class B Warrants ("Class B Holders") and (ii) the fifth anniversary of the IPO Date with respect to the Class B Holders, the Holder or Holders of not less than 250,000 Ordinary Shares which are, or would be upon exercise of Class A Warrants or Class B Warrants or other convertible, exchangeable or exercisable securities, Registrable Securities may (by written notice delivered to the Company) require registration of all or any portion of such Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade. Within ten Business Days after its receipt of any such notice, the Trust Company shall give written notice of such request to all other Holders, and all such Holders shall have the right to have any or all Registrable Securities owned by them included in its reasonable discretion the requested underwritten offering as they shall specify in a written notice received by the Company within ten Business Days after the Company's notice is given. Within ten Business Days after the expiration of such ten Business Day period, the Company shall notify all Holders requesting inclusion of Registrable Securities in the proposed underwriting of (1) the aggregate number of Registrable Securities proposed to be included by all Holders in the offering, and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders of a majority of the Registrable Securities being included therein and shall be satisfactory to the Company. (b) If so requested At any time on or after the date six months following the IPO Date and before the first anniversary of the IPO Date, Maverick Fund U.S.A., Ltd., Maverick Fund II, Ltd. and Maverick Fund, L.D.C. (pursuant collectively, "Maverick") may (by written notice delivered to a timely written noticethe Company signed by all Maverick Holders) require registration of all or any portion of the Registrable Securities held by the Maverick for sale in an underwritten public offering. The managing underwriter for such offering shall be chosen by Maverick and shall be satisfactory to the Underwritten Offering relating thereto, the Company Company. Any such request and registration shall not effect any count under subsection (d) as one of the underwritten public sale or distribution of any securities offerings provided for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement for such Underwritten Offering becomes effective in subsection (or, if later, the date of pricing of the Underwritten Offering) as specified by the managing underwritera). (c) If so requested by the managing underwriter any request for any Underwritten Offering an underwriting shall have been made pursuant to this Section 3, the Company shall prepare and file a demand registration hereunder or Registration Statement with the Investor Registration AgreementSEC as promptly as reasonably practicable, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 in any event within 45 days after the date of such pricingmanaging underwriter's request therefor. (d) Except as provided in Section 3(b) above, the Company shall not have any obligation to the effect that the Trust shall not, directly permit or indirectly participate in more than (i) offer, pledge, sell, contract two underwritten public offerings with respect to sell, grant any options for all Holders other than the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, Class B Holders and (ii) enter into a transaction which would have one underwritten public offering with respect to the same effectClass B Holders, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is pursuant to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or dispositionthis Section, or to enter into file a Registration Statement pursuant to this Section with respect to less than 250,000 Ordinary Shares which are Registrable Securities. (e) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 180 days if (1) the Company is, at such transactiontime, swap, hedge or other arrangement, so long as working on an underwritten public offering of its securities for the directors and executive officers account of the Company agree to and is advised by its managing underwriter that such limits, except if the Trust, not later than 5 days following receipt of written notice from offering would in its opinion be materially adversely affected by such filing; or (2) the Company in good faith determines that any such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company will be filing or (B) require the disclosure of material non- public information, the disclosure of which would materially and adversely affect the Company. (f) The Company shall have no obligation to file a Registration Statement (or pursuant to this Section earlier than 180 days after the effective date of a prior registration statement of the Company covering an underwritten public offering for the account of the Company if (1) the Company shall have offered pursuant to Section 5 to include the Investor Holders' Registrable Securities in such Registration AgreementStatement; and (2) within 15 days of no Registrable Securities requested to be included in such notice registration statement shall have been excluded therefrom pursuant to Section 5(c). (g) The Holders of a Demand Registration (or a demand registration made majority of Registrable Securities requested to be included in any offering pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the CompanyCompany not to proceed with the offering, in which case the Company shall not be obligated to terminate proceed with such offering. If the Holders so elect, the Holders that shall have requested Registrable Securities to be included in the offering shall pay all Registration Expenses incurred by the Company in connection with such offering prior to receipt of such notice. (h) Neither the Company nor any other Person shall be entitled to include any securities held by it in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included. (i) No registration of Registrable Securities under this Section shall relieve the Company of its rights under this Agreement, including under any outstanding shelf Registration Statement; provided, neither this Section 4.3(c) nor any Lock-Up shall prohibit the Trust from exercising rights or complying with agreements entered into by the Trust prior obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 4 and 5.

Underwritten Demand Registration. (a) At any time on or after _____________, _____ [six months after Closing Date], and before the fifth anniversary of the Closing Date the Holders' Agent may (by written notice delivered to the Company) require registration of all or any portion of the Registrable Securities for sale in an underwritten public offering. In each such case, such notice shall specify the event that a Demand Registration requested pursuant to Section 4.1 number of Registrable Securities for which such underwritten offering is to be an Underwritten Registrationmade and identify the Holders thereof. Within three Business Days after the time when other Persons having rights to include securities in such offering pursuant to agreements with the Company are required to notify the Company of their intention to do so, the Trust Company shall notify the Holders' Agent of (1) the aggregate number of securities proposed to be included in its reasonable discretion the offering by such other Persons and with (2) the consent proposed commencement date of the offering, which shall be a date not more than thirty days after the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the gives such notice. The managing underwriter for such offering shall be chosen by the Underwritten Offering relating theretoHolders' Agent and shall be reasonably satisfactory to the Company. (b) If so requested (any request for an underwriting shall have been made pursuant to a timely written notice) by subsection (a), the Company shall, at the request of the managing underwriter for the Underwritten Offering relating theretosuch offering, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto or to the Investor Registration Agreement that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, prepare and during the 90-day period after, the date file a Registration Statement for such Underwritten Offering becomes effective (orwith the SEC as promptly as reasonably practicable, if later, the date of pricing of the Underwritten Offering) as specified by but in any event within thirty days after the managing underwriter's request therefor. (c) If so The Company shall not have any obligation to permit or participate in more than two underwritten public offerings pursuant to this Section, or to file a Registration Statement pursuant to this Section with respect to less than ten percent of the Registrable Securities initially included in the Merger Consideration. (d) The Company shall have the right to defer the filing or effectiveness of a Registration Statement relating to any registration requested under this Section for a reasonable period of time not to exceed 90 days if (1) the Company is, at such time, working on an underwritten public offering of its securities for the account of the Company and is advised by the its managing underwriter for in writing (with a copy to the Holders' Agent) that such offering would in its opinion be materially and adversely affected by such filing; or (2) the Company in good faith determines that any Underwritten Offering such filing or the offering of any Registrable Securities would (A) materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (B) require the disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company. If the Company shall exercise its deferral right under this subsection, it may not do so again until 90 days shall have elapsed since the expiration of such deferral. (e) The Company shall have no obligation to file a Registration Statement pursuant to a demand registration hereunder or the Investor Registration Agreement, but only if the Trust “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock, the Trust shall agree with such managing underwriter (such agreement, a “Lock-Up”), for a period (the “Lock-Up Period”) beginning on a date not this Section earlier than five Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 360 days after the effective date of such pricinga prior registration statement of the Company, to the effect that the Trust shall notif any, directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options covering an underwritten public offering of common equity securities for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock held by the Trust, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by the Trust, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers account of the Company agree to such limits, except the closing date of which is after the Closing Date if the Trust, not later than 5 days following receipt of written notice from (1) the Company that shall have offered pursuant to Section 4 to include the Company will be filing a Holders' Registrable Securities in such Registration Statement; (2) the Holders (through the Holders' Agent) shall not have elected to include in such Registration Statement at least ten percent of the Registrable Securities initially included in the Merger Consideration; (or a 3) no Registrable Securities requested to be included in such registration statement shall have been excluded therefrom pursuant to Section 4(c) or 4(d); and (4) if such registration statement is filed before _____________ [six months from Closing Date], the Investor Registration Agreementoffering price per share of Class A Common Stock is not less than $100. (f) within 15 days The Holders of such notice any Registrable Securities requested to be included in any offering pursuant to a Demand Registration (or a demand registration made pursuant to the Investor Registration Agreement) with respect to an Underwritten Offering, shall have irrevocably agreed, this Section may elect by delivering written notice to the Company (given through the Holders' Agent) not to include their Registrable Securities in the offering. If they do so, the Company shall be obligated to proceed with the registration relating to the offering only if the offering continues to include at least the number of shares of Registrable Securities specified in Section 2(c). In any such case in which the Company is not obligated to and does not proceed with the registration, the Holders on whose behalf the Holders' Agent shall have requested Registrable Securities to be included in the offering but that shall have elected not to include their shares shall pay all Registration Expenses incurred by the Company in connection with such offering. (g) Neither the Company nor any other Person not party to this Agreement (collectively with the Company, "Third Parties") shall be entitled to terminate include any securities held by any of them in any underwritten offering pursuant to this Section, unless all Registrable Securities for which inclusion has been requested are also included and unless the managing underwriter concludes that the inclusion of its rights under this Agreement, including under any outstanding shelf Registration Statementsuch securities of Third Parties will not interfere with an orderly sale and distribution of Registrable Securities being sold in such offering or adversely affect the price of such Registrable Securities; provided, neither however, that if the managing underwriter concludes that the inclusion of less than all of such securities of Third Parties will not interfere with the orderly sale and distribution of the Registrable Securities being sold in the offering or adversely affect the price of such Registrable Securities, the number of shares to be included in the registration by the Third Parties shall be reduced among the Third Parties in accordance with the agreements that allow the inclusion of such shares in the registration. (h) No registration of Registrable Securities under this Section 4.3(c) nor any Lock-Up shall prohibit relieve the Trust from exercising rights or complying with agreements entered into by the Trust prior Company of its obligation to the commencement effect registrations of such Lock-Up PeriodRegistrable Securities pursuant to Sections 3 and 4.